The Falkirk FC Thread

[RC55 FFC]

Lawal isn’t a starter for me. He looks lost almost every time he did start. Far better sub imho when defences are tired or we need a spark in the final 1/3. 

[Bairnardo]

1 minute ago, RC55 FFC said:

Lawal isn’t a starter for me. He looks lost almost every time he did start. Far better sub imho when defences are tired or we need a spark in the final 1/3. 

Yeah I kinda agree, but that said the squad isn't big enough to let anyone off with that, and he can go in there to allow others to occupy the wide areas so he has to be in the conversation. Miller being out is as good an opportunity for him as it is for anyone else, if he wants to make it, he needs to stake a claim. 

Incidentally, Gary Oliver is also in the frame to go into the middle slot and leave Morrison and Agyeman wide. His best games have been in that role probably

[RC55 FFC]

Email update out now to FSS members I see. 

[Shodwall cat]

Latest fss newsletter gives a bit more insight into the share position. It would appear that the 25 plus 1 was never ring fenced for fss but that some of it was ringfenced for the patron's and that fss has already eaten up some of those shares. Looks like someone either assumed one thing or were certainly unaware of this.  Always say assume nothing always agreed officially.

[Springfield]

The Falkirk Supporters’ Society (FSS) committee would like to provide some clarity on issues which are of interest to members prior to the scheduled meeting on the 1st September. It is hoped that this will provide all members with an equal understanding of our current situation and begin to answer some questions which can be expanded on at the members’ meeting.

Share Position

Following the purchase of shares, on receipt of the Fans Bank loan, FSS became the largest individual shareholder in the club, now holding 24.6% of all current shares (24.3% once all shares are issued). This feels like quite an achievement after only 2 years since formation and could not have been done without the support and contributions from all members.

 

Falkirk Football Club is currently pursuing a balanced ownership model (sometimes referred to as the “three-legged stool”). Under this model, shareholding should be evenly divided by between large, medium, and small shareholders. FSS forms part of the group of small shareholders. Currently, small shareholders hold 33.7% of all shares in the club. This group includes hundreds of individuals who hold a small number of shares in their own name.

 

FSS is seeking to grow our holding to 25% +1 shares. This would allow us - as a body of fans - to block any special resolution at an AGM or EGM. This has always been a vital aim of FSS.

 

There are currently around 1% of shares remaining for purchase from the club. FSS placed a request for the remaining shares, however the Board elected to retain these to be sold to the Patrons Group (PG) and maintain the balance of ‘three-legged stool’ model. The committee, at this time, did not anticipate there being any issue with us requiring the remaining shares and subsequently a meeting was held with the Board to discuss the matter further.

 

During this meeting the Board referred back to the previous two FFC AGMs which laid out the expected shareholder breakdown for each year. This showed that in 2021 FSS had 16% of total shares ‘ringfenced’, and an agreement for an additional 5% if a share purchase option (available to the Rawlings) was not enacted. This 5% equated to half the shares available to the Rawlings with the other half ‘ringfenced’ for the Patrons Group. Subsequently, this option was not enacted and therefore 21% of total shares were ‘ringfenced’ for FSS and this was again outlined at the 2022 FFC AGM. The Board then explained that the FSS shareholding had increased beyond this 21%, and had consequently chipped away at the PG ‘ringfenced shares’, for two reasons: -

 

It had been agreed that FSS could apply for £350k, rather than £300k (the value of remaining FSS ‘ringfenced’ shares), from the Fan Bank loan.

The club had continued to honour FSS share purchase while the Fan Bank loan was being secured.

 

At this meeting FSS continued to highlight how close we were to the aim of 25% +1 shares, but the Board informed us that they would not divert any further from the balanced ‘three-legged stool’ model - the remaining 1% of shares would continue to be ‘ringfenced’ to the PG. However, they understood our aim to reach 25% +1 shares, and, through our partnership agreement (see below), they confirmed they would facilitate any share donation/transfer to FSS from other shareholders and help us in that regard. The FSS safeguarding goal is not being blocked, but there is a lesson to be learned which ensures clear communications between the club and FSS – we have already improved this.

 

In retrospect, the FSS committee recognises that we now find ourselves in a more positive position. Without the decision to agree to increase the Fan Bank loan, and the honouring of share purchase while this was secured, FSS would find itself sitting on a 21% shareholding rather than the current position. We are grateful for this. Moving forward, now with our understanding and agreement that the remaining shares have always been ‘ringfenced’ for the PG, we decided we must look towards other mechanisms to increase our shareholding to 25% +1. The FSS committee have taken active steps in that regard and have already heard from shareholders who are prepared, in principle, to transfer their shareholdings to FSS. 

We believe we are close to securing the vital safeguard of 25%+1 and beyond.

Partnership Agreement

FSS and FFC signed a Partnership Agreement on 31st May. This Agreement sets out that FSS and FFC will continue to cooperate and support each other in the future. This will be reviewed by both organisations in a three-yearly cycle and is subject to an annual best-practice review. Essentially, this is a live agreement of cooperation between our organisations.

 

The Agreement currently sets out a number of points related to both FSS and FFC. For example, FSS is guaranteed to be entitled to have 2 Fans Directors on the Board and that the FSS shareholding will be ringfenced come any potential share issue. In return, the Agreement also sets out that subscriptions will be allocated to the club for funding. To note, it does not specify that funds must be provided unconditionally.

 

It is the intent of the FSS Committee to publish the Partnership Agreement on the FSS website so members can have full visibility. In the meantime the FSS committee is happy to answer any questions related to the agreement and you are welcome to contact us at admin@falkirksupporters.org.

FSS Moving Forward

We are set to host a members’ meeting on 1st September in the Brockville Bar. This meeting is to discuss the future aims and direction of FSS.

 

Your subscriptions, share donations/transfer and the Fans Bank loan have propelled us to a share position far quicker than anyone could have predicted. Therefore, we believe it is vital to take the time to consider how the organisation should look moving forward.

 

Since the last share purchase in April your subscriptions have remained in our account, however the intention is, as is outlined in our partnership agreement, to transfer these funds to the club. Currently, the predicted yearly subscriptions from FSS form part of the manager’s budget. Increases in subscriptions are an avenue to increasing the managers budget.

 

However, the FSS committee wants you, as members, to generate ideas for how subscription money could be used long-term. There is no idea off the table, and we, as a committee, are open to hearing any and all proposals from our members. However, it is important to note, that FSS can only proposition the Board and any proposal will likely have to be approved by them. Therefore, we will ensure that we work with our members and our Fans Director(s) to produce a robust proposal to go to the Board which works in the best interests of both FSS and the club we all support.

 

The committee is looking forward to hearing your views on the 1st September, particularly what you think should be the future priorities of the FSS. For any members who cannot make the meeting, we would still welcome all comments and ideas. Please do not hesitate to drop us an email at admin@falkirksupporters.org or message privately on any of our social media accounts.

 

Thank you,

 

The Falkirk Supporters’ Society committee

 

Brockville Bar on 1st September 2023 at 7pm

Members meeting

The FSS committee has agreed that there will be a FSS members meeting in the Brockville Bar on September 1st at 7pm.

The meeting will be mostly to discuss what you as members want to see from FSS in the future, now that we have completed the purchase of all shares made available to us. Reaching this level of shareholding so quickly was not a scenario that was anticipated when the FSS was formed. The FSS committee would like your views on how we continue to support the club financially now that shares are no longer available to purchase from the club.

Falkirk Football Club CEO, Jamie Swinney, will also be presenting at the meeting highlighting the importance of FSS to the club.

 

CONFIRM YOUR ATTENDANCE HERE

FALKIRK SUPPORTERS' SOCIETY

71 Morningside Street

Glasgow
 

You received this email as a member of FSS

Unsubscribe from our Newsletters

[Harry Kinnear]

2 minutes ago, RC55 FFC said:

Email update out now to FSS members I see. 

Seen that, think they are maybe trying to answer some questions before tomorrow night. I’m not one but I can see a fair few fans having issues with their subscription just being handed over to the club with nothing coming in return. Looking forward to what I think could be an interesting meeting.

[LatapyBairn.]

12 minutes ago, Harry Kinnear said:

Seen that, think they are maybe trying to answer some questions before tomorrow night. I’m not one but I can see a fair few fans having issues with their subscription just being handed over to the club with nothing coming in return. Looking forward to what I think could be an interesting meeting.

I’d actually always presumed this would be the case with my monthly direct debit once the shares were bought up, I’m more just happy in the knowledge I’m supporting the club and didn’t really expect anything more tangible than that in return. …….Out of interest what happens with the money each month in the fan ownership schemes at Hearts, St Mirren, Motherwell, Aberdeen ect? Surely they can’t just be creating never ending share issues?

Edited August 31, 2023 by LatapyBairn.

[Harry Kinnear]

Just now, LatapyBairn. said:

I’d actually always presumed this would be the case with my monthly direct debit once the shares were bought up. What happens with the fan owned schemes at Hearts, St Mirren, Motherwell, Aberdeen ect? Surely they can’t just be creating never ending share issues? 

Yeah, I don’t have an issue with the money going into the squad budget but you know how fickle some of our support can be. I would also not be adverse to buying things the club needs, like electronic sub boards. Looks pish to see them shouting at players to come off.

[Shodwall cat]

11 minutes ago, LatapyBairn. said:

I’d actually always presumed this would be the case with my monthly direct debit once the shares were bought up, I’m more just happy in the knowledge I’m supporting the club and didn’t really expect anything more tangible than that in return. …….Out of interest what happens with the money each month in the fan ownership schemes at Hearts, St Mirren, Motherwell, Aberdeen ect? Surely they can’t just be creating never ending share issues?

I'm sure they just finance the club with their monthly payments now. Hearts wouldn't exist I don't think if that money stopped.

[Zbairn]

13 minutes ago, LatapyBairn. said:

I’d actually always presumed this would be the case with my monthly direct debit once the shares were bought up, I’m more just happy in the knowledge I’m supporting the club and didn’t really expect anything more tangible than that in return. …….Out of interest what happens with the money each month in the fan ownership schemes at Hearts, St Mirren, Motherwell, Aberdeen ect? Surely they can’t just be creating never ending share issues?

The point is that the shares are not bought up. The comment is that they are "ring fenced" for the Patrons Group.

If they are not buying, then why not sell to the FSS and allow them to achieve the 25%+1, which was one of the aims of the FSS? 

In the great scheme of things, we are only taking about a small % 

[LatapyBairn.]

43 minutes ago, Zbairn said:

The point is that the shares are not bought up. The comment is that they are "ring fenced" for the Patrons Group.

If they are not buying, then why not sell to the FSS and allow them to achieve the 25%+1, which was one of the aims of the FSS? 

In the great scheme of things, we are only taking about a small % 

I’ve a feeling the club might have external investor(s) (be it from within the PG or other individuals) interested in the remaining few shares, that would obviously bring more money in so makes sense for the club to peruse that route first then look at other avenues to help the FSS gain the fractional percentage shareholding they are looking for whether it be through share donation or something else. The FSS are obviously pretty content with the situation going by that statement and to be honest so am I. Pretty certain the FSS will get to the 25% they are aiming for sooner rather than later anyway. 

Edited August 31, 2023 by LatapyBairn.

[Zbairn]

7 minutes ago, LatapyBairn. said:

I’ve a feeling the club might have external investor(s) interested in the remaining few shares, that would obviously bring more money in so makes sense for the club to go down that route then look at other avenues for to help the FSS gain the tiny shareholding they are looking for whether it be through share donation or something else. The FSS are obviously pretty content with the situation going by that statement and to be honest so am I. Pretty certain the FSS will get to the 25% they are aiming for sooner rather than later anyway. 

Will be interesting to find out who a potential investor might be, for around  only a 1% shareholding. It certainly won't be anyone thinking about "buying" the club 

Bringing more money makes sense as the club might expect to get the monthly subs from the FSS as well as the selling of the shares (only if they can sell).

My point is that the Club could sell the requisite number of shares to the FSS and have some left over for external funding.  

With respect to the FSS statement, it has mixed messages and going by some of the comments on FB....not everyone in the membership is happy with the situation. 

What happens in the future to the FSS cash, is another topic altogether and one that should be addressed by the FSS membership, not just the FSS Board.

[Roboccop]

I’ll be proposing an option tomorrow that all future money from Fss to the club should be in the form of a convertible loan note where the club agrees to repay an interest free loan if and only if there is a new shares issue. That protects FSS’s investment if the club tries to raise money from a further share issue. The club still gets all the money raised by FSS members but the organisation’s position is at least partially protected. 

Edited August 31, 2023 by Roboccop

[LatapyBairn.]

17 minutes ago, Roboccop said:

I’ll be proposing an option tomorrow that all future money from Fss to the club should be in the form of a convertible loan note where the club agrees to repay an interest free loan if and only if there is a new shares issue. That protects FSS’s investment if the club tries to raise money from a further share issue. The club still gets all the money raised by FSS members but the organisation’s position is at least partially protected. 

Surely if the club voted on a share issue it would be to create shares with the intention of selling them to raise funds? So surely in this instance the share issue would become pointless and no money would be raised if the club then had to hand over all the shares created to the FSS? …Think I’d need some convincing on that one should members be asked to vote. Do you know if any other fan owned clubs do this? Had a quick look online and it just seems most eventually reach a point where it becomes a donation based thing. 

Edited August 31, 2023 by LatapyBairn.

[Roboccop]

9 minutes ago, LatapyBairn. said:

Surely if the club voted on a share issue it would be to create shares with the intention of selling them to raise funds? So surely in this instance the share issue would become pointless and no money would be raised if the club then had to hand over all the shares created to the FSS? …Think I’d need some convincing on that one should members be asked to vote. Do you know if any other fan owned clubs do this? Had a quick look online and it just seems most eventually reach a point where it becomes a donation based thing. 

No they would have to create enough shares to cover both the Fss investment and the additional shares. I actually think there’s a case for issuing another 300,00£ of shares and let the other two stool legs catch up. But Fss just giving the club the money only later to see a share issue to diminish its share below the current 24% is unreasonable. 

[Zbairn]

8 minutes ago, LatapyBairn. said:

Surely if the club voted on a share issue it would be to create shares with the intention of selling them to raise funds? So surely in this instance the share issue would become pointless and no money would be raised if the club then had to hand over all the shares created to the FSS? …Think I’d need some convincing on that one should members be asked to vote. Do you know if any other fan owned clubs do this? Had a quick look online and it just seems most eventually reach a point where it becomes a donation based thing. 

No it doesn't. The convertible loan should only protect the % shareholding for the FSS.

It's unlikely that the Patrons would increase their % and this would reduce as new shares are sold.

Any new investor can purchase the remaining shares that are made available and thus put funds into the club. 

[Guest]

There are great guys on both the FSS committee and board and have a lot of time for both(appreciate the same might not be said for me with this matter however). This is not about vilifying anyone though but hoping to change a decision that is making me consider the point of continuing to subscribe. I’m not condoning that for others but just being honest as to where I stand. Would rather use my voice to try rectify it or at least reach a majority decision with members that I would be happy to abide with.

I worked on marketing for the FSS(and still am) to promote that the main factors are to have your say, safeguard the club and help provide funds. 

That’s the message that sold me on being a member but it’s hard to reiterate that when we are given no voice and told our contributions can’t buy shares. The funding part, to me, was as a result of buying shares and being part of a democratic community of fans but if we don’t get consulted on such things then it feels a little false. 

Regardless of what has been said in the past though, the main point is how YOU were sold on the FSS.

From what I can remember there was never any mention at the last AGM regarding a ringfencing of shares. Not saying it wasn’t stated but it wasn’t mentioned in the Falkirk Herald or club site, nor was it mentioned on the Falkirk website. I’ve scoured the web and can find no reference to a ring fencing of shares on FSS documents, club website or podcast within the past 2 years. If it was said then it wasn’t well documented. The well documented purpose of the FSS though was always to get to 25/26%(excluding other small shareholders). 

In contrast, what I did find was a quote from a podcast from a Director that stated:

"that the hope was that (the shares) they will be sold roughly in the proportion of 750,000 to the Supporters Society and 250,000 to patrons BUT it doesn’t have to be exactly that! ". 

That doesn’t make any definition of there being a limit of shares for either party. I was also told there was a request for patrons to invest in more shares at the end of last year and said they could buy ANY amount, so again, no mention of any limit. If there was 30 more fans last year willing to put in £10k then I wouldn’t have expected the club to have turned that down. It just might have meant issuing more shares and it taking a little while longer for the FSS to get to 25%. 

Regardless of all that, it is now only 0.4% that is required to get the FSS over the line. That won’t change much at all in the overall balance. If it does then surely we can issue more shares to allow investment from more patrons whilst allowing FSS to maintain their 25%? This will help address any imbalance and keep a door open for more investment.

There was also the opportunity to get more money from the fans bank to buy all the remaining shares so the club could have had an extra £24k in the bank and then we could discuss what to do next with the money from our last few months contributions.

The statement says they are happy the club allowed them to buy an extra £50k but that money was vital to the club. If anything the FSS should surely be thanked for providing it and offered easy access to complete its task of getting beyond 25% shareholding. 

If FSS was to become a funding scheme too then why launch Forever Falkirk, when it was known the fans bank money was incoming. Wasn’t a fan of it at the time but if the decision was to not sell any more shares to FSS post fans bank then its launch makes less sense or value. 

To be honest the who, what’s and why’s don’t bother me as much but can’t abide to not comment on things in the statement that just don’t add up. 

At least it has now been decided that the details of the contract will be made available for members to view.

It is still my hope that the committee won’t stick by the decision to hand over our money without at least consulting members whether they think it should buy any of the remaining shares. 

If we want a fan owned club then we need to engage with them. I’ll be happy to abide by any decision but just don’t agree with them making a unilateral decision on such an issue. That goes against what I believed my last few months of subscriptions were paying for. 

If the decision can be reversed and they let us buy the shares then it can stop any messing around trying to get transfers. Once that is done we can all concentrate on doing what we can to raise more capital but I please hope that they don’t take our money for granted. 

Edited August 31, 2023 by Van_damage

[Bigbrbairn]

So my opinion that people with a tenner in their pocket ( the patron ) are getting the option to minimise the power held by those with a pound in their pocket ( the individual FSS member) appears to be true. Always the way. We can have a seat at the table but not an upper hand. It was always thus.

Edited August 31, 2023 by Bigbrbairn

[LatapyBairn.]

11 minutes ago, Bigbrbairn said:

So my opinion that people with a tenner in their pocket ( the patron ) are getting the option to minimise the power held by those with a pound in their pocket ( the individual FSS member) appears to be true. Always the way. We can have a seat at the table but not an upper hand. It was always thus.

The FSS own a larger percentage of the club than the patrons do. A number of the patrons are also in the middle of arranging to donate a large number of their own shareholdings directly to the FSS over and above that so your analogy makes no sense in this instance. 

Edited August 31, 2023 by LatapyBairn.

[Bigbrbairn]

I think a meeting should be held between the FSS and independent shareholders  to form a cooperative called The FSS and Independent Shareholders Group  This would certainly put a spanner in the works and still leave the funds for squad building etc.